Common use of Filing of Returns and Payment of Taxes Clause in Contracts

Filing of Returns and Payment of Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to any Purchased Assets for a taxable period which includes (but does not end on) the Closing Date, whether or not imposed or assessed before or after the Closing Date, shall be apportioned between Seller and Buyer based on the number of days of such taxable period through the Closing Date (the “Pre-Closing Property Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax Period”). Seller shall be liable under this Section 4.4 for the proportionate amount of such Taxes that is attributable to the Pre-Closing Property Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the receipt of such xxxx and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.4 upon payment of such xxxx, together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Payment of any such reimbursement amount shall be made by the Party owing it to the Party to which it is owed within ten (10) days after delivery of such statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.4, the other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled, along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Filing of Returns and Payment of Taxes. All real property Taxes(i) Following the Closing, personal property Taxes the Sellers’ Representative shall on a timely basis prepare and similar ad valorem obligations levied with respect file, or cause to any Purchased Assets be prepared and filed, all Income Tax Returns of the Company Group Members for a taxable Tax periods ending on or prior to the Closing Date (including, for the avoidance of doubt, the final IRS Form 1120-S for each of LGH and LRDH for the period which includes (but does not end on) ending as of the Closing Date, whether and the final IRS Form 1065 for each of LDLH and KYLH for the period ending as of the Closing Date) (the “Seller Prepared Returns”). Sellers’ Representative will provide drafts of any such Income Tax Returns to Buyer at least thirty (30) days prior to the due date for the filing thereof (taking into account any applicable extensions) and will consider in good faith any reasonable written comments of Buyer provided at least fifteen (15) days prior to such due date. For the avoidance of doubt, the Parties agree and intend that any deductions or not imposed credits arising out of Change of Control Payments, Transaction Expenses, or assessed before any other payment borne by the Sellers through an adjustment to the Merger Consideration or otherwise, shall be included on the Seller Prepared Returns, except to the extent otherwise required by applicable Law. (ii) Buyer will on a timely basis prepare and file, or cause to be prepared and filed: (A) all Tax Returns of the Company Group Members required to be filed after the Closing Date, shall be apportioned between Seller and Buyer based Date for Tax periods ending on the number of days of such taxable period through or prior to the Closing Date (other than Seller Prepared Returns); and (B) all Straddle Tax Returns required to be filed by the Company Group Members (collectively, the “Pre-Closing Property Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax PeriodBuyer Prepared Returns”). Seller All such Tax Returns shall be liable under this Section 4.4 prepared in accordance with the past practices of the Company Group Members, except as otherwise required by Law. Buyer will cause the Company Group Members to timely pay the Taxes shown to be due on the Buyer Prepared Returns; provided, however, that Sellers, on a Joint and Several Basis, will, within five (5) Business Days after receipt of written notice thereof by Sellers’ Representative, reimburse Buyer for the proportionate amount portion of such Taxes that is attributable for which Sellers are responsible pursuant to Section 6.1(d)(iv). The Sellers’ Representative will furnish to Buyer on a timely basis all information and records reasonably requested by Buyer for use in preparation of any Buyer Prepared Returns, to the extent such information and records are not in the possession of the Company Group Members, including access to Tax records at the Sellers’ accounting firm. Buyer will allow Sellers’ Representative, to review, comment upon and reasonably approve without undue delay any Buyer Prepared Return and the allocation of Straddle Period Taxes shown to be due between the Pre-Closing Property Tax Period, Period and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety Periods during the 30-day period immediately preceding the filing of such Buyer Prepared Return. (90iii) days Sellers' Representative shall cause LBD to make a Section 754 election with its U.S. federal Income Tax Return for the 2020 Tax year. (iv) All Taxes payable by the Company Group Members with respect to Pre-Closing Tax Periods (including, for the avoidance of doubt, the portion of any Taxes payable with respect to a Straddle Period that relate to a Pre-Closing Tax Period (as determined in accordance with Section 6.1(e)), shall be borne by Sellers, except to the extent such Taxes (A) arise out of or result from any action taken by Buyer on the Closing Date after the Closing, Seller and Buyer shall present a statement to Effective Time or (B) were included in the other setting forth the amount of reimbursement to which each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for such Taxes, Buyer or Seller, as applicable, shall notify the other Party calculation of the receipt of such xxxx and shall present a statement to Merger Consideration. Except as otherwise set forth in Section 6.1(c), all other Taxes payable by the other Party setting forth the amount of reimbursement to which it Company Group Members shall be entitled under this Section 4.4 upon payment borne by Buyer, including, for the avoidance of such xxxxdoubt, together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Payment of any such reimbursement amount shall be made all Taxes payable by the Party owing it Company Group Members with respect to Post-Closing Tax Periods and any Taxes described in clauses (A) and (B) of the Party to which it is owed within ten (10) days after delivery of such statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.4, the other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled, along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementforegoing sentence.

Filing of Returns and Payment of Taxes. All real property Taxes(a) The Sellers shall, personal property at their own expense, timely prepare and file with the appropriate Tax Authorities all Tax Returns of the Company (but not its Subsidiaries) that relate to any Pre-Closing Period of the Company, and the Sellers shall timely pay all Pre-Closing Taxes and similar ad valorem obligations levied due with respect to such Tax Returns, except in each case (i) to the extent that any Purchased Assets Pre-Closing Taxes were (or will be) treated as a liability in the determination of the Final Adjusted Working Capital and (ii) for any Buyer Taxes. The Buyer shall at its own expense, timely prepare and file with the appropriate Tax Authorities all Tax Returns of the Company, each other Subsidiary of the Buyer and each Affiliated Group not required to be prepared and filed by the Sellers. The Buyer shall timely pay all Taxes due with respect to the Tax Returns not filed by the Sellers. For any Tax Return not filed by the Sellers in respect of any Pre-Closing Period or any Straddle Period, (i) the Buyer shall prepare such Tax Returns on a taxable basis consistent with the practices of the Company or its Subsidiaries prior to the Closing, as applicable, (ii) the Buyer shall furnish such Tax Return to the Sellers' Representative for its approval and consent to file (which approval and consent shall not be unreasonably withheld or delayed) at least 30 days prior to the due date for filing such Tax Returns, and, if such Tax Return relates to a Straddle Period, such Tax Return shall be accompanied by a calculation of the portion of any Tax due in respect of the period covered by such Tax Return that constitutes an Interim Period Tax and (iii) the Sellers shall pay to the Buyer (pro rata in accordance with each Seller's Percentage Interest in accordance with Section 8.7(b)), 56 the amount of Tax determined to be due by reason of the approval of such amount by the Sellers' Representative or by resolution by the Independent Auditor, as described below, in connection with filing such Tax Returns (in the case of a Tax Return relating to a Pre-Closing Period) or the amount of Interim Period Tax due in connection with filing such Tax Return (in the case of a Tax Return relating to a Straddle Period), other than Buyer Taxes, at least one Business Day prior to such due date except to the extent that such Tax was included as a liability in the determination of Final Adjusted Working Capital. If Sellers' Representative objects to any Tax Return or any calculation of Interim Period Taxes provided by Buyer pursuant to the preceding sentence, it shall deliver a written notice to Buyer specifying in reasonable detail the nature of any objection not less than 10 days prior to the due date of such Tax Return. If Buyer and Sellers' Representative are unable to resolve all such objections within 10 days, any remaining dispute will be submitted to the Independent Auditor for resolution. In the event that the Independent Auditor resolves all disputes presented to it entirely in the manner proposed by the Buyer or the Seller's Representative, as the case may be, the fees and expenses of the Independent Auditor and, in the event the dispute resolution process results in any Tax Return not being filed in a timely manner, any penalties and interest resulting from the late filing, shall be paid by the other party (with respect to the Sellers, pro rata in accordance with their Percentage Interests in accordance with Section 8.7(b)). In all other events, the fees and expenses of the Independent Auditor shall be shared (with respect to the Sellers, pro rata in accordance with their Percentage Interests in accordance with Section 8.7(b)) in the same proportion that the Sellers' Representative position, on the one hand, and the Buyer's position, on the other hand, initially presented to the Independent Auditor bears to the final resolution as determined by the Independent Auditor. To the extent allowable under the relevant Tax laws in each jurisdiction in which includes (but a Tax Return must be filed, the Sellers and the Buyer agree to cause the Company and each Subsidiary of the Company as of immediately prior to the Closing and without giving effect to the Brink Acquisition or the Ancillary Transactions to close its books for Tax purposes and to file any Tax Returns in a manner that does not end ongive rise to a Straddle Period. (b) The Sellers, the Closing DateCompany and the Buyer shall reasonably cooperate, whether and shall cause their respective Affiliates reasonably to cooperate, in preparing and filing all Tax Returns and making or not imposed or assessed before or consenting to all appropriate claims and elections, including maintaining and making available to each other all records necessary in connection with all Taxable Periods. The Buyer and the Sellers recognize that the Sellers will need access, from time to time, after the Closing Date, shall be apportioned between Seller to certain accounting and Tax records and information held by the Buyer based on and its Subsidiaries to the number of days of extent such taxable period through records and information pertain to events occurring prior to the Closing Date (Date. Without limiting Section 6.4, the “Pre-Closing Property Tax Period”) Buyer agrees, and the number of days of such taxable period agrees to cause its Subsidiaries after the Closing Date Date, (the “Post-Closing Property i) to retain and maintain such records in accordance with its practice for maintaining Tax Period”). Seller shall be liable under this Section 4.4 for the proportionate amount records in respect of such Taxes that is attributable to the Pre-Closing Property Tax Period, and Buyer shall be liable for the proportionate amount Taxable Periods in respect of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the receipt of such xxxx and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.4 upon payment of such xxxx, together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Payment of any such reimbursement amount shall be made by the Party owing it to the Party to which it is owed within ten responsible for any Tax liability arising herein, and (10ii) days after delivery to allow the Sellers and their agents and representatives (and agents or representatives of any of their Affiliates), at times and dates mutually acceptable to the parties, to inspect, review and make or arrange to make copies of such statement. In records as the event that Seller Sellers reasonably deem necessary or Buyer shall make any payment for which it is entitled appropriate from time to reimbursement under this Section 4.4time, such activities to be conducted during normal business hours and at the other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled, along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementSellers' expense.

Filing of Returns and Payment of Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to any Purchased Assets for a taxable period which includes (but does not end on) the Closing Date, whether or not imposed or assessed before or after the Closing Date, shall be apportioned between Seller and Buyer based on the number of days of such taxable period through the Closing Date (the “Pre-Closing Property Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax Period”). Seller shall be liable under this Section 4.4 4.10 for the proportionate amount of such Taxes that is attributable to the Pre-Closing Property Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.4 4.10 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the receipt of such xxxx and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.4 4.10 upon payment of such xxxx, together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Payment of any such reimbursement amount shall be made by the Party owing it to the Party to which it is owed within ten (10) days after delivery of such statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.44.10, the other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled, along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Filing of Returns and Payment of Taxes. All real property Taxes(a) Seller shall prepare, personal property or cause to be prepared, all Tax returns, Tax reports and Tax forms of or relating to the Acquired Assets (collectively, “Tax Returns”) for all Pre-Closing Tax Periods (other than a Straddle Period) and shall pay, or cause to be paid, when due all Taxes and similar ad valorem obligations levied with respect to such Tax Returns. Subject to Section 8.2(b), Purchaser shall prepare, or cause to be prepared, all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare, or cause to be prepared, all Tax Returns for any Purchased Assets for a taxable period which includes Straddle Period and pay to the applicable authority all Taxes due with respect to such Tax Returns; provided that (but does i) Purchaser shall deliver any Tax Return to Seller at least twenty (20) Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not end on) be filed without the Closing Date, whether or prior written consent of Seller (such written consent not imposed or assessed before or after the Closing Date, shall to be apportioned between Seller and Buyer based on the number of days of such taxable period through the Closing Date (the “Pre-Closing Property Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax Period”unreasonably withheld). Seller shall be liable under this Section 4.4 for the proportionate amount of such Taxes that is attributable to the Pre-Closing Property Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the receipt of such xxxx and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.4 upon payment of such xxxx, together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Payment of any such reimbursement amount shall be made by the Party owing it to the Party to which it is owed within ten (10) days after delivery Business Days of such statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.4, the other Party shall make such reimbursement promptlywritten demand thereof, but in no event later more than ten (10) days after Business Days prior to the presentation of a statement setting forth due date thereof, Seller shall pay to Purchaser the amount of reimbursement Excluded Taxes for the Straddle Period calculated using the principles of Section 8.2(e). (c) The Party responsible for filing any Tax Return under applicable law shall timely file, or cause to which be timely filed, with the presenting appropriate authorities such Tax Return. (d) If, in order to properly prepare its Tax Returns or in the course of any proceeding with respect to Taxes, it is necessary that a Party is entitledbe furnished with additional information, along with documents or records relating to the Acquired Assets, the Selling Companies and Purchaser agree to cooperate and use commercially reasonable efforts to furnish or make available such supporting evidence non-privileged information at the recipient’s request, cost and expense; provided that, except as is reasonably necessary expressly provided in this Section 8.2(d), no Party shall be entitled to calculate review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall be required to furnish or make available only such documents or records, including the preparation of financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (e) For purposes of this Section 8.2, in the case of any Straddle Period: (i) Excluded Taxes that are real property, personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of reimbursementsuch Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 on the Closing Date.